Chapter 1155: REGULATION OF SAVINGS AND LOAN ASSOCIATIONS

(A) "Controlling person" means any
person or entity which, either directly or indirectly, or acting in concert
with one or more other persons or entities, owns, controls, or holds with power
to vote, or holds proxies representing, fifteen per cent or more of the voting
shares or rights of a savings and loan association, or controls in any manner
the election or appointment of a majority of the directors of an association.
However, a director of an association will not be deemed to be a controlling
person of such association based upon the director's voting, or acting in
concert with other directors in voting, proxies obtained in connection with an
annual solicitation of proxies or obtained from savings account holders and
borrowers if such proxies are voted as directed by a majority of the entire
board of directors of the association, or of a committee of such directors if
such committee's composition and authority are controlled by a majority vote of
the entire board and if its authority is revocable by such a majority.

(B) "Independent auditor" means an
accountant who is licensed to practice as a certified public accountant or
public accountant by this state, and who is employed or otherwise retained by a
savings and loan association to audit its accounts. An independent auditor may
not be an employee of the association, its subsidiaries, or holding company
affiliates.

(C) "Outside director"
means a director of a savings and loan association who is not an officer or
employee of the association, an independent auditor of the association, an
attorney of the association, or any other person having a fiduciary
relationship, other than that of being a director, with the association.

(D) "Holding company affiliate"
means a savings and loan holding company of which the savings and loan
association is a subsidiary and any other subsidiary of such holding company
other than a subsidiary of such association.

(E) "Financial institution regulatory
authority" includes a regulator of a business activity in which a savings and
loan association is engaged, or has applied to engage in, to the extent that
the regulator has jurisdiction over a savings and loan association engaged in
that business activity. A savings and loan association is engaged in a business
activity, and a regulator of that business activity has jurisdiction over the
savings and loan association, whether the savings and loan association conducts
the activity directly or a subsidiary or affiliate of the savings and loan
association conducts the activity.

(1) The superintendent of financial
institutions shall see that the laws relating to savings and loan associations
are executed and enforced.

(2) The
deputy superintendent for savings and loan associations and savings banks shall
be the principal supervisor of savings and loan associations. In that position
the deputy superintendent for savings and loan associations and savings banks
shall, notwithstanding sections
1155.09 and
1155.10 of the Revised Code, be
responsible for conducting examinations and preparing examination reports under
those sections. In addition, the deputy superintendent for savings and loan
associations and savings banks shall, notwithstanding sections
1155.18 and
1155.20 of the Revised Code, have
the authority to adopt rules and standards in accordance with those sections.
In performing or exercising any of the examination, rule-making, or other
regulatory functions, powers, or duties vested by division (A)(2) of this
section in the deputy superintendent for savings and loan associations and
savings banks, the deputy superintendent for savings and loan associations and
savings banks shall be subject to the control of the superintendent of
financial institutions.

(B) The powers of the superintendent under
Am. Sub. S.B. 119 and Sub. S.B. 113 of the 116th General Assembly are limited
to the fulfillment of commitments made under such acts, expressly or by
reasonable implication, on or before December 31, 1985, and shall not include
the initiation of any additional proceedings not so required.

(1) If, in the opinion of the superintendent
of savings and loan associations, an association or a person has failed to
comply with a supervisory agreement, is engaging or has engaged or the
superintendent has reasonable cause to believe that the association or person
is about to engage in any unsafe or unsound practice in conducting the business
of the association, or has knowingly participated in or consented to or the
superintendent has reasonable cause to believe that the association or person
is about to participate in or consent to a violation of Chapter 1151., 1153.,
1155., or 1157. of the Revised Code, he may serve such association or person
notice that he is considering issuing an order on such association pursuant to
division (A)(2) or (3) of this section. As used in this section, "person" means
a director, officer, employee, or controlling person of an association.

(2) A notice served under division
(A)(1) of this section that relates to matters other than an alleged violation
of a supervisory agreement shall contain a statement of the alleged facts
constituting the basis for an order and fix a time and place for a hearing. The
hearing shall be conducted in accordance with section
119.09 of the Revised Code, except
that, notwithstanding division (E) of section
119.01 of the Revised Code, the
hearing shall not be a public hearing. The date for the hearing shall be not
less than thirty nor more than forty-five days after such notice has been made
by the superintendent on the association or person.

If, after conducting such hearing, the superintendent
determines that the association or person has knowingly participated in or
consented to or is about to participate in or consent to a violation of Chapter
1151., 1153., 1155., or 1157. of the Revised Code, is engaging or has engaged
or is about to engage in an unsafe or unsound practice, he may issue a final
cease-and-desist order. Such final cease-and-desist order may direct the
association or person to remedy the violation of Chapter 1151., 1153., 1155.,
or 1157. of the Revised Code, or the unsafe or unsound practice, in addition to
refraining from such violations or unsafe or unsound practices in the future.

Such final order becomes effective upon service on the
association or person and remains effective and enforceable as provided
therein, except to such extent as it is stayed, modified, terminated, or set
aside by action of the superintendent or a reviewing court pursuant to section
119.12 of the Revised Code.

(3) If the superintendent proposes
to issue a cease-and-desist order based on the violation of a supervisory
agreement, he shall serve the association or person with a notice of
noncompliance. Such notice shall specify the actions that are alleged to be in
violation of the supervisory agreement. The notice shall also set a time and
place for a hearing, which shall occur not less than thirty nor more than
forty-five days after the notice has been served on the association or person.
The hearing shall be conducted in the manner prescribed in section
119.09 of the Revised Code, except
that, notwithstanding division (E) of section
119.01 of the Revised Code, such
hearing shall not be a public hearing.

If, after such hearing, the superintendent determines that the
association or person has knowingly violated the supervisory agreement, he may
issue a final cease-and-desist order.

If, after such hearing, the superintendent determines that the
association or person has violated the supervisory agreement but that the
conduct in question does not constitute a knowing violation, the superintendent
shall give the association or person an opportunity to remedy the violation.
The superintendent shall issue a statement of specific actions that must be
taken by the association or person, and establish a time frame in which the
association or person must take such corrective action to comply with the
supervisory agreement. If, by the end of such time frame, the association or
person has failed to implement the corrective actions required by the
superintendent, the superintendent may issue a final cease-and-desist order.

Nothing in this division shall be construed to prevent the
superintendent from issuing a cease-and-desist order pursuant to divisions
(A)(1) and (2) of this section or division (B) of this section based on the
violation of Chapter 1151., 1153., 1155., or 1157. of the Revised Code, or on
an unsafe or unsound practice of the association or person, even though such
violation or practice may also constitute a violation of an outstanding
supervisory agreement.

(B) If, in the opinion of the superintendent,
an association or person is engaging or has engaged in any unsafe or unsound
practice, or has participated in or consented to a violation of Chapter 1151.,
1153., 1155., or 1157. of the Revised Code, or if the superintendent has
reasonable cause to believe that the association or person is about to engage
in an unsafe or unsound practice or has consented to a violation of Chapter
1151., 1153., 1155., or 1157. of the Revised Code, he may issue a summary order
requiring the association or person to cease and desist from any such violation
or practice.

Such summary cease-and-desist order, which shall contain a
statement of the facts allegedly constituting the grounds for the order, shall
be served upon the association or person and shall become effective upon
receipt. The order shall include notification of the time and place of a
hearing which shall be held pursuant to division (A)(2) of this section. Unless
the superintendent issues a final order within ten days after conclusion of
such hearing, the summary order issued pursuant to this division becomes void.
Otherwise, such summary order remains effective and enforceable until replaced
by such final order, except to such extent as it is stayed, modified,
terminated, or set aside by action of the superintendent.

(C) An association or person who is adversely
affected by a final cease-and-desist order may appeal from the order to the
court of common pleas in accordance with section
119.12 of the Revised Code.

(D) In lieu of a hearing pursuant
to division (A) or (B) of this section, an association or person may consent to
the issuance of an order requiring such association or person to cease and
desist from engaging in any activity or practice as specified in such order. A
consent cease-and-desist order has the full force and effect of a final
cease-and-desist order issued pursuant to division (A)(2) of this section and
is enforceable in accordance with division (E) of this section. Any association
or person that fails to attend a hearing set pursuant to division (A) or (B) of
this section is deemed to have consented to the issuance of a final
cease-and-desist order.

(E) If, in
the opinion of the superintendent, he has reasonable cause to believe that a
lawful summary or final order issued pursuant to this section has been
violated, he may request the attorney general to commence and prosecute any
appropriate action or proceeding. A court of competent jurisdiction shall
enforce a lawful summary or final order issued pursuant to this section and may
grant such other relief as the facts warrant.

(F) Service on any association or person as
provided for in this section shall be by actual written notice or certified
mail to the person or, in the case of an association, to the managing officer
of such association.

(A) If, at any time, the superintendent of
savings and loan associations has cause to believe that the actions or business
practices of a savings and loan association, its officers, directors,
employees, or controlling persons may cause harm to the association, its
depositors, shareholders, or creditors, the superintendent may require a
supervisory conference. The superintendent shall inform each director of the
association of the date, time, and place of the supervisory conference. The
directors of the association shall attend supervisory conferences set by the
superintendent. Unless a director has a reasonable excuse for his refusal or
failure to attend a supervisory conference, such refusal or failure is grounds
for removal under section
1151.18 of the Revised Code.

(B) At the supervisory conference,
the superintendent shall inquire into the actions or business practices at
issue. If it appears to the superintendent that such actions or business
practices are likely to cause harm to the association, its depositors,
shareholders, or creditors, the superintendent may negotiate and conclude an
agreement with the association, its officers, directors, employees, or
controlling persons as to action that is to be taken by the association, its
officers, directors, employees, or controlling persons to correct or prevent
the actions or business practices which are the subject of the supervisory
conference. Such an agreement shall be reduced to writing within ten days after
it is concluded, and may be modified or terminated by a subsequent agreement.

(C) This section shall not be
construed to mean that the superintendent cannot request a meeting with the
management, officers, directors, employees, controlling persons, or agents of
an association other than for the purpose of concluding a supervisory
agreement.

Whenever the
approval of the superintendent of financial institutions is required under
Chapters 1151. to 1157. of the Revised Code, or under an order or supervisory
action issued or taken under those chapters, for a person to serve as an
organizer, incorporator, director, executive officer, or controlling person of
a savings and loan association, or to otherwise have a substantial interest in
or participate in the management of a savings and loan association, the
superintendent shall request the superintendent of the bureau of criminal
identification and investigation, or a vendor approved by the bureau, to
conduct a criminal records check based on the person's fingerprints in
accordance with
section 109.572 of the Revised Code. The
superintendent of financial institutions shall request that criminal record
information from the federal bureau of investigation be obtained as part of the
criminal records check. Any fee required under division (C)(3) of section
109.572 of the Revised Code shall
be paid by the person who is the subject of the request.

Every savings and loan association organized under the laws of
this state shall make, as of the thirty-first day of December and the thirtieth
day of June of each year, a report of the affairs and business of the
association for the preceding half year, showing its financial condition at the
end thereof. The statement as of the thirty-first day of December shall be the
annual statement of the association. The superintendent of financial
institutions may also require monthly reports.

The superintendent may, by written order mailed to the managing
officer of such an association, require any association to submit to the
superintendent within a reasonable time specified in the written order a report
concerning its real estate and other assets, other than the appraisals required
by section
1151.54 of the Revised Code.

Any such association refusing or neglecting to file any report
required by this section within the time specified shall forfeit one hundred
dollars for every day that such default continues unless such penalty, in whole
or in part, is waived by the superintendent. The superintendent may maintain an
action in the name of the state to recover such forfeiture which, upon its
collection, shall be paid into the state treasury to the credit of the savings
institutions fund established under section
1181.18 of the Revised Code.

Every such association shall maintain adequate, complete, and
correct accounts and shall observe such generally accepted accounting
principles and practices or generally accepted auditing standards, as the
superintendent prescribes. The superintendent shall demand once a year, and at
the expense of the association, that its accounts be audited by an independent
auditor. A copy of the audit report shall be submitted to the board of
directors of the association and filed, together with management's response,
with the superintendent within thirty days after presentation of the completed
report to the board or not later than the thirty-first day of March of the year
next succeeding the year for which the audit was conducted, whichever occurs
first, unless the time is extended by the superintendent.

At the conclusion of the audit of an association, an
independent auditor shall attend a meeting at which there are present only the
outside directors of the association or a committee comprised of and appointed
by such outside directors and fully disclose at that time to those directors
all audit exceptions that developed during the audit and all relevant data and
information concerning the financial condition, investment practices, and other
financial policies and procedures of the association. The meeting shall be held
at a time and place that is agreed upon by the independent auditor and the
outside directors or their committee. A complete record of the proceedings of
the meeting shall be kept in a minute book that is maintained solely for the
purpose of keeping such records. Nothing in this paragraph shall be construed
to prevent the independent auditor from meeting at other times with inside
directors, officers, or employees of the association.

The superintendent may prescribe a schedule for the
preservation and destruction of books, records, certificates, documents,
reports, correspondence, and other instruments, papers, and writings of such an
association, even if such association has been liquidated pursuant to law. An
association may dispose of any books, records, certificates, documents,
reports, correspondence, and other instruments, papers, and writings which have
been retained or preserved for the period prescribed by the superintendent
pursuant to this paragraph. The requirements of this paragraph may be complied
with by the preservation of records in the manner prescribed in section
2317.41 of the Revised Code.

(A) A
savings and loan association shall notify the superintendent of savings and
loan associations, on a form prescribed by the superintendent, within ten days
after the employment, of the name, address, and telephone number of each
independent auditor who is employed by the association. Whenever there is any
change in the information provided under this division, such as by the
employment of a different independent auditor, the association, on a form
prescribed by the superintendent, shall notify the superintendent of the change
within ten days after the change.

(B) An association may dismiss, release, or
otherwise terminate its relationship with an independent auditor. Within
fifteen days after such termination, the association shall inform the
superintendent, in writing, of the fact of the termination, the reasons for the
termination, and of the circumstances surrounding the termination. If for any
reason the superintendent considers the information provided by the association
to be insufficient, he shall request the association to provide the necessary
information or otherwise investigate the reasons for and the circumstances
surrounding the dismissal, release, or other termination of the independent
auditor. In the conduct of any such investigation, the superintendent may
administer oaths, examine the directors, officers, and employees of the
association as to the termination of the independent auditor, and compel the
production of books, papers, and other property of the association.

(C) Whenever an association dismisses,
releases, or otherwise terminates its relationship with an independent auditor
prior to the completion of an audit, the independent auditor shall send to the
superintendent and to each director and officer of the association, by
certified mail, return receipt requested, all audit exceptions developed, and
all relevant data and information gathered, during his last examination prior
to his termination, that reflect negatively on the financial condition,
investment practices, and other financial policies and procedures of the
association. Within thirty days after receiving this information from the
independent auditor, the directors of the association shall reply in writing to
the superintendent detailing their position on the information received and
describing any measures that they intend to take in response to the
information.

(D) The
superintendent shall prescribe forms on which associations shall provide the
notifications required by divisions (A) and (B) of this section. The forms
shall require associations to provide the information required by that
division; the name, address, and telephone number of the association filing the
form; and such other information as the superintendent considers necessary to
enable him to carry out this section and section
1155.07 of the Revised Code. The
superintendent shall provide blank copies of the forms to each association.

(1) The
annual and semiannual reports required from a savings and loan association by
section 1155.07 of the Revised Code shall
be in a form and contain information that is prescribed by the superintendent
of financial institutions. The original annual and semiannual reports shall be
filed with the superintendent within thirty days after the close of the
respective half year.

(2) A copy
of the annual statement of condition shall be available for public inspection
on demand at the association's place of business.

(B) All monthly reports which may be required
by the superintendent shall be filed by the tenth day of the succeeding month.

(C) When an association is in
process of liquidation, the liquidating officers shall make all reports to the
superintendent that are required by law from solvent associations.

At least once every twenty-four months the superintendent of
financial institutions, or examiners appointed for that purpose, shall make an
examination into the affairs of each savings and loan association in this
state. The examination shall include a review of both of the following:

The expenses of all such examinations shall be paid by the
state. Nothing in this section shall prohibit the superintendent from
establishing different schedules of examination for different associations.

(A) In
administering Chapters 1151. to 1157. of the Revised Code and fulfilling the
duties imposed by those chapters, including the duty imposed by section
1151.09 of the Revised Code, the
superintendent of financial institutions may do any of the following:

(1) Participate with financial institution
regulatory authorities of this and other states, the United States, and other
countries in any of the following:

(a)
Programs for alternate examinations of the records and affairs of savings and
loan associations over which they have concurrent jurisdiction;

(b) Joint or concurrent examinations of the
records and affairs of savings and loan associations over which they have
concurrent jurisdiction;

(c)
Coordinated examinations of the records and affairs of savings and loan
associations over which they have collective jurisdiction.

(2) Conduct, participate in, or
coordinate independent, concurrent, joint, or coordinated examinations of the
records and affairs of savings and loan associations and otherwise act on
behalf of financial institution regulatory authorities of this and other
states, the United States, and other countries having jurisdiction over the
savings and loan associations;

(3)
Rely on information leading to, arising from, or obtained in the course of
examinations conducted by financial institution regulatory authorities of this
and other states, the United States, and other countries when both of the
following apply:

(a) Pursuant to agreement
and applicable law, the superintendent may receive and use the information
leading to, arising from, or obtained in the course of the other regulatory
authorities' examinations in administering Chapters 1151. to 1157. of the
Revised Code and acting under the authority of those chapters;

(b) In the superintendent's judgment the
other regulatory authorities' personnel, practices, and authority warrant the
superintendent's reliance.

(4) Authorize financial institution
regulatory authorities of other states, the United States, and other countries
to receive and use information leading to, arising from, or obtained in the
course of examinations conducted by the division of financial institutions in
the same manner and for the purposes they could use information leading to,
arising from, or obtained in the course of their own examinations when both of
the following apply:

(a) Pursuant to
applicable law, information leading to, arising from, or obtained in the course
of examinations the other regulatory authorities conduct is protected from
general disclosure and may only be disclosed for purposes similar to those
provided in section
1155.16 of the Revised Code, which
are principally regulatory in nature, for disclosure of information leading to,
arising from, or obtained in the course of examinations conducted by the
division;

(b) Pursuant to
agreement and applicable law, information leading to, arising from, or obtained
in the course of examinations conducted by the division will, in the other
regulatory authorities' possession or the possession of any persons to whom the
other regulatory authorities disclosed the information as a part of
examinations of those persons, be protected from disclosure to the same extent
as information leading to, arising from, or obtained in the course of those
regulatory authorities' examinations.

(5) Rely on the actions of financial
institution regulatory authorities of this and other states, the United States,
or other countries, or participate with them jointly, in responding to
violations of law, unsafe or unsound practices, breaches of fiduciary duty, or
other regulatory concerns affecting savings and loan associations over which
they have concurrent jurisdiction when the other regulatory authorities have
adequate personnel, practices, and authority to warrant the reliance;

(6) Implement other cooperative
arrangements with financial institution regulatory authorities of this and
other states, the United States, and other countries consistent with safety and
soundness.

(B) No
person shall use any reliance by the superintendent, in whole or in part, on
financial institution regulatory authorities of this and other states, the
United States, or other countries in accordance with division (A) of this
section to support any assertion of either of the following:

(1) Failure of the superintendent or division
to properly administer Chapters 1151. to 1157. of the Revised Code or fulfill
the duties imposed by those chapters;

(2) Disagreement by the superintendent or
division with any action taken by financial institution regulatory authorities
of this or other states, the United States, or other countries.

(C) In conducting, participating
in, or coordinating independent, concurrent, joint, or coordinated examinations
of the records and affairs of savings and loan associations, the superintendent
may purchase services from financial institution regulatory authorities of this
and other states, the United States, and other countries, including services
provided by employees of other financial institution regulatory authorities.
The purchase of services from one or more financial institution regulatory
authorities of this and other states, the United States, and other countries is
the purchase of services from a sole source provider and is not the employment
of any financial institution regulatory authority or any of its employees.

The authority to purchase services pursuant to this division
does not impair the superintendent's authority to purchase services from any
other source.

Whenever the superintendent of financial institutions considers
it necessary, the superintendent may make a special examination of any savings
and loan association, and the expense of the examination shall be paid by the
association. Such expenses shall be collected by the superintendent and paid
into the state treasury to the credit of the savings institutions fund
established under section
1181.18 of the Revised Code. Any
examination made by the superintendent otherwise than in the ordinary routine
of the superintendent's duties and because, in the superintendent's opinion,
the condition of the association requires such examination, is a special
examination within the meaning of this section.

(A) An examiner appointed by the
superintendent of savings and loan associations shall have access to and may
compel the production of all books, papers, securities, moneys, and other
property of an association under examination by him. He may administer oaths to
and examine the officers and agents of such association as to its affairs.

(1) During an examination or at any other
time that he considers necessary, the superintendent may do both of the
following:

(a) Summon and compel, by order or
subpoena, witnesses to appear before him or any of his deputies, examiners, or
attorney examiners and testify under oath in relation to the affairs of any
association;

(b) Require the
production of any book, paper, document, item, or other thing pertaining to or
regarding the affairs and transactions of any association.

(2) Service of process and return
shall be made by examiners or attorney examiners or by any method permitted by
the Rules of Civil Procedure for service of process. Fees for the service of
such orders and subpoenas shall be paid upon voucher out of moneys appropriated
for the division of savings and loan associations.

(3) In case of disobedience without just
cause by any person to an order or subpoena of the superintendent or on the
refusal of a witness to testify to any matter regarding which he is lawfully
interrogated before the division, the court of common pleas of the county in
which such person resides, or in which the principal place of business of the
association is located, or a judge thereof, on application of the
superintendent, shall compel obedience by attachment proceedings as for
contempt in the case of disobedience of a subpoena issued from such court or a
refusal to testify in such court. Disobedience without just cause by an officer
or director of an association or an order or subpoena issued under this
division is grounds for removal of such officer or director under section
1151.18 of the Revised Code.

If the superintendent of building and loan associations deems
it to the interest of the public, he may publish the results of the examination
of a building and loan association in a newspaper of general circulation in the
county in which such association is located, if it is a domestic association,
and in some newspaper published in Columbus if it is a foreign association.

All securities or cash deposited with the superintendent of
building and loan associations shall be deposited by him with the treasurer of
state, who, with his sureties, shall be responsible for the safekeeping
thereof. The treasurer of state shall deliver such securities only upon the
written order of the superintendent.

(1) Except as provided in division (B) of
this section, the superintendent of financial institutions, the
superintendent's agents, and employees shall keep privileged and confidential
the examination reports, information obtained in an examination, or any other
information obtained by reason of their official position. This section does
not prevent the superintendent from properly releasing to or exchanging
information relating to a savings and loan association, or its affairs, with
the governor, the director of commerce, the deputy director of commerce, or
representatives of state or federal financial institution regulatory
authorities, or prevent such release by the association or its officers or
directors, in the conduct of the business of the association.

(2) Any person who receives privileged and
confidential examination reports or other information under the authority of
this section is also subject to the requirements of this section and such
person, knowing that such examination reports or information are privileged and
confidential, shall not purposely divulge such reports or information in any
manner.

(3) If the superintendent,
an agent of the superintendent, or an employee of the superintendent purposely
makes, or causes to be made, any false statements or reports regarding the
affairs or condition of a savings and loan association, the act constitutes
falsification under section
2921.13 of the Revised Code.

(B) Examination
reports, information obtained in an examination, and any other information
obtained by reason of the official position of the division of financial
institutions shall not be discoverable from any source, and shall not be
introduced into evidence, except in the following situations:

(2) When, in the opinion of the
superintendent, it is necessary for the superintendent or for the agents or
employees of the superintendent to take enforcement action under Chapter 1151.,
1153., 1155., or 1157. of the Revised Code regarding the affairs of the savings
and loan association examined;

(3)
When litigation has been initiated by the superintendent in furtherance of the
powers, duties, and obligations imposed upon the superintendent by Chapter
1151., 1153., 1155., or 1157. of the Revised Code;

(4) When authorized by agreements between the
superintendent and financial institution regulatory authorities of this and
other states, the United States, and other countries authorized by section
1155.091 of the Revised Code;

(5) When and in the manner
authorized in section
1181.25 of the Revised Code.

(C) The discovery of
examination reports and other related material pursuant to divisions (B)(2) and
(3) of this section shall be limited to information that directly relates to
the association that is the subject of the enforcement action or the
litigation.

(1) An association, director, officer,
employee, or controlling person who knowingly fails to comply with the laws
relating to savings and loan associations or is found to have knowingly
violated or failed to comply with any final or summary cease-and-desist order
issued under section
1155.02 of the Revised Code may be
ordered to forfeit and pay a civil penalty in an amount fixed by the
superintendent. The amount of the penalty shall be not more than ten thousand
dollars for each day the noncompliance continues. In determining whether a
civil penalty is appropriate and fixing the amount of a civil penalty, the
superintendent shall consider all of the following factors:

(a) The seriousness of the noncompliance and
the gravity of the risk occasioned by the noncompliance;

(b) The good faith efforts made by the
association or individual to perform his or its obligations under or otherwise
to comply with the order;

(c) The
history of previous violations or unsafe or unsound practices by the
association or individual that resulted in the service of a notice under
division (A)(1) of section
1155.02 of the Revised Code;

(d) The financial resources of the
association or individual against whom the penalty is being assessed;

(2) An
individual is personally liable for the payment of any civil penalty that is
assessed against him under division (A)(1) of this section. No association that
employs an individual, or of which an individual is a director, officer, or
controlling person, shall pay, or cause to be paid, on behalf of the
individual, or indemnify or otherwise reimburse the individual for paying, any
civil penalty that has been assessed against that individual.

(B) Forfeitures required under
division (A)(1) of this section shall be recovered by an action in the name of
the state.

Notwithstanding any provision of the Revised Code, if federal
savings and loan associations organized under the "Home Owners Loan Act of
1933," 48 Stat. 128, 12
U.S.C. 1461, and amendments thereto, the home
offices of which are located in this state, shall possess a right, power,
privilege, or benefit by virtue of statute, rule, regulation, judicial
decision, or other administrative process or will possess such right, power,
privilege, or benefit by virtue of a statute, rule, regulation, or other
administrative process issued but not effective, which right, power, privilege,
or benefit is not possessed by a building and loan association organized under
the laws of this state, the superintendent of building and loan associations
shall, by rule adopted in accordance with section
111.15 of the Revised Code,
authorize building and loan associations organized under the laws of this state
to exercise such right, power, privilege, or benefit. A rule so adopted and
promulgated by the superintendent shall become effective on the date of its
issuance but if such rule is issued by the superintendent in anticipation of a
federal rule or regulation which has been issued but has not then become
effective, the effective date of the superintendent's rule shall be the later
date on which the federal rule or regulation becomes effective. If such rule
adopted and promulgated by the superintendent is not enacted into law or
adopted in accordance with Chapter 119. of the Revised Code within thirty
months from the date such rule is issued by the superintendent, such rule shall
thereupon no longer be of any force or effect; however, the superintendent may
adopt the rule under section
111.15 of the Revised Code pursuant
to this section for an additional thirty-month period. The superintendent of
building and loan associations may upon thirty days' written notice to domestic
building and loan associations revoke any rule issued by virtue of the
authority of this section.

The superintendent of building and loan associations shall
issue rules and standards necessary to carry out Chapters 1151., 1153., 1155.,
and 1157. of the Revised Code. Such rules and standards shall be issued subject
to sections
119.01 to
119.13 of the Revised Code.

In enacting sections 1155.23 to
1155.31 of the Revised Code, the
general assembly finds that the savings and loan assurance corporation is
necessary for the protection of depositors, to facilitate the orderly reopening
of building and loan associations, to provide stability for financial
institutions, to promote the welfare of the people of the state, to stabilize
the economy, to provide employment, to assist in the development within the
state of commercial, industrial, research, and distribution activities required
for the people of the state, and for their gainful employment, or otherwise to
create or preserve jobs and employment opportunities or improve the economic
welfare of the people of the state.

(A) The guaranty fund created pursuant to
Substitute Senate Bill No. 113 of the 116th general assembly shall hereafter be
known as the savings and loan assurance corporation.

(B) The corporation shall be governed by a
board of trustees, which shall consist of five members.

Of these trustees, two shall be appointed by the director of
commerce, two shall be appointed by the Ohio savings and loan league, both of
whom shall be a representative of an association that has reopened for business
pursuant to division (A) of section
1155.22 of the Revised Code, and
one shall be appointed by the original four trustees from among the general
public. The original four trustees shall meet to appoint the public member, who
shall have no interest in a building and loan association as an officer,
director, or a holder of permanent shares of any association. As soon as all
five trustees have been appointed, the board shall organize by electing one of
its members as its chairman.

(C) Of the trustees initially appointed to
the corporation, one each of the appointees of the director and the league
shall hold office for a term ending two years after the effective date of this
section, the other of such appointees shall hold office for terms ending three
years after the effective date of this section, and the public member shall
hold office for a term ending four years after the effective date of this
section. Thereafter, terms of office shall be for four years, each term ending
on the same day of the same month of the year as did the term which it
succeeds. Each trustee shall hold office from the date of his appointment until
the end of the term for which he was appointed. Any trustee appointed to fill a
vacancy occurring prior to the expiration of the term for which his predecessor
was appointed shall hold office for the remainder of such term. A trustee shall
continue in office subsequent to the expiration date of his term until his
successor takes office, or until a period of sixty days has elapsed, whichever
occurs first. A vacancy shall be filled in the same manner as the original
appointment. Three trustees constitute a quorum.

(D) There shall be no liability imposed on
the part of, and no cause of action of any nature arises against, the savings
association guaranty fund created pursuant to Substitute Senate Bill No. 113 of
the 116th general assembly, or such funds as reorganized by Substitute Senate
Bill No. 143 of the 116th general assembly as the savings and loan assurance
corporation, its board of trustees, officers, agents, or employees, for any
statements made in good faith by them in any reports or communications
concerning institutions subject to sections
1155.23 to
1155.31 of the Revised Code, or
for any administrative actions conducted in connection therewith.

(E) Chapter 1702. of the Revised Code, and
all powers and rights under such chapter, apply to the corporation and its
formation, except where Chapter 1702. of the Revised Code is in conflict with
sections 1155.23 to
1155.31 of the Revised Code.

In order to provide stability for financial institutions, to
facilitate the orderly reopening of as many building and loan associations as
is practicable, and to provide for the protection of depositors, and to enable
such institutions and associations, if appropriate, to facilitate economic
development by rendering services to industry and commerce, to assist in
acquiring, constructing, enlarging, improving, and equipping property,
structures, equipment, and facilities within this state, all assets, deposits,
or loans received by way of transfer, assignment, pledge, hypothecation, or
otherwise, by the savings and loan assurance corporation, any funding for which
is provided pursuant to Substitute Senate Bill No. 113 of the 116th general
assembly as supplemented by Amended Substitute Senate Bill No. 119 of the 116th
general assembly and by Substitute Senate Bill No. 143 of the 116th general
assembly, may, notwithstanding Section 6 of Amended Substitute Senate Bill No.
119 of the 116th general assembly, be utilized by the corporation under the
direction of the board of trustees of the corporation, and subject to the
approval of the superintendent, for such purposes and in such manner as it
deems most appropriate, provided, however, that no such assets, deposits, or
loans received by the fund shall be used for the benefit of a building and loan
association for which a conservatorship was in place on March 18, 1985. The
corporation may, subject to the approval of the superintendent, without
limitation on the generality of the foregoing, indemnify FSLIC, FDIC, or their
successor or successors, pay premiums for private insurance for building and
loan associations, make capital contributions to or capital investments in,
invest in notes, debentures or other obligations or securities of, or extend
credit whether secured or unsecured to, release or discharge the indebtedness
of, building and loan associations, any of which shall be evidenced by
documents of such nature and conditions as determined by the corporation, and
place certificates of assurance which shall evidence the corporation's
obligation to provide funds in the event that a demand is made for such funds
which certificates shall also provide a repayment schedule for the retirement
of the certificates of assurance. All moneys lent by the corporation pursuant
to this section shall be made subject to repayment to the corporation within
not more than eight years.

(A) If the
board of trustees of the savings and loan assurance corporation, with the
approval of the superintendent, determines that a building and loan association
is unlikely to qualify for insurance from the federal savings and loan
insurance corporation (FSLIC), the federal deposit insurance corporation
(FDIC), or the national credit union administration (NCUA), and that such
association has not opened pursuant to divisions (A) to (D) of section
1155.22 of the Revised Code as
enacted by Amended Substitute Senate Bill No. 119 of the 116th general
assembly, the board of trustees may, upon petition of creditors, depositors or
members holding two-thirds of the dollar amount of its debt, permit that up to
twenty per cent of the claims of creditors, depositors or members of the
association, as estimated by the board of trustees, be converted ratably to
securities of such association or be pledged to FSLIC, FDIC, or NCUA, or both,
if the board of trustees further finds that such creditors, depositors or
members of such association would be likely to receive, upon liquidation, less
than their stated claims, exclusive of claims as holders of securities or
pledged deposits or accounts, after giving effect to such conversion or pledge.

(B) The board of trustees, with
the approval of the superintendent, is authorized to create and determine the
terms of such securities or pledge, and to take all other action necessary to
carry out the purposes of this section as if the superintendent had the rights,
powers, and authority of officers and directors of the association in question,
and all voting rights of the members or stockholders of such association.

(C) Any action proposed to be
taken by the board of trustees, with the approval of the superintendent
pursuant to division (A) of this section is subject to approval by the court of
common pleas of the county in which the principal office of such association is
located upon such period for notice as such court deems necessary or
appropriate in the circumstances, which period in no event will exceed seven
business days, and such approval may be given without any notice or opportunity
for hearing whatsoever. Any findings of fact by the superintendent, if
supported by substantial evidence, shall be conclusive. Any action assented to
by the holders of two-thirds in principal amount of the aggregate of the claims
of the creditors shall be approved by the court.

(D) Any action authorized by this section may
be taken in connection with the sale or merger of such association or the sale
of all or a substantial part of its assets and the assumption of all or a
substantial part of its liabilities.

A building and loan association without permanent stock may
convert itself to the stock form, subject to the rules of the superintendent of
building and loan associations. The superintendent shall adopt rules governing
such conversions, but prior to the adoption of such rules, a building and loan
association without stock may convert to the permanent stock form with the
prior approval of the superintendent.

A domestic depository institution that acquires all or any part
of the assets and assumes certain of the liabilities of a building and loan
association shall, if such acquisition and assumption is approved by the
superintendent of building and loan associations, be responsible only for such
liabilities specifically assumed and shall bear no responsibility or liability
for any other debts or liabilities of such building and loan association. The
superintendent may approve such an acquisition and assumption if he finds that
the value of any assets acquired by the depository institution is less than the
amount of liabilities assumed.

The superintendent of savings and loan associations may issue
administrative guidelines that interpret the requirements of Chapters 1151.,
1153., 1155., and 1157. of the Revised Code or that define specific acts,
practices, or circumstances that are considered by the superintendent to be
unsafe or unsound practices or that constitute participation in or consent to a
violation of Chapters 1151., 1153., 1155., or 1157. of the Revised Code.

(A) As used in this section, "savings and
loan holding company" means any company which is a savings and loan holding
company as defined in 12
C.F.R. 583.11, as amended, promulgated by the
federal home loan bank board pursuant to the "Savings and Loan Holding Company
Act," 73 Stat. 691, 12 U.S.C. 1730a, as amended.

(B) Whenever the superintendent of savings
and loan associations considers it necessary or appropriate, he may examine the
affairs of any savings and loan holding company or any affiliate or subsidiary
of a savings and loan association, as such affairs relate to the association.
The cost of the examination shall be assessed against and paid by the savings
and loan holding company or the affiliate or subsidiary examined. The
assessment for an examination shall be the same as for a special examination
under section
1155.06 of the Revised Code, plus
documented extraordinary expenses. The superintendent may request a savings and
loan holding company or the affiliate or subsidiary that is to be examined
pursuant to this division to advance the estimated cost of such examination.

(C) The superintendent may enter
into cooperative agreements with other state and federal savings and loan
regulatory authorities to facilitate the examination of any savings and loan
holding company or affiliate or subsidiary of an association that may be
examined pursuant to division (B) of this section. The superintendent may
accept reports of examinations and other records from such other authorities in
lieu of conducting his own examination of such savings and loan holding company
or affiliate or subsidiary.

In enacting sections 1155.41 to
1155.47 of the Revised Code, the
general assembly finds that the closure of certain financial institutions in
the state has impaired the credit of the citizens of this state and created a
real and present danger to the state and its citizens; that the people of this
state by the adoption of Section 13 of Article VIII, Ohio Constitution, have
authorized the general assembly to enact laws to provide for the economic
welfare of the people of this state, including the authorization of revenue
bonds or other obligations issued to acquire property within the state for the
purposes set forth in such Section 13; and that the creation of the depositor
assistance corporation as an instrumentality of the state is necessary for the
protection of depositors, to facilitate the orderly reopening of building and
loan associations, to provide stability for financial institutions, to promote
the economic welfare of the people of the state, to stabilize the economy, to
provide employment, to assist in the development within the state of commercial
activities required for the people of the state, and for their gainful
employment, and otherwise to create or preserve jobs and employment
opportunities or improve the economic welfare of the people of the state.
Sections 1155.41 to
1155.47 of the Revised Code shall
at all times be construed to further these purposes and shall not be construed
to modify any right of any depositor of a depository institution against such
institution or against a deposit guaranty association, except as is expressly
provided in such sections.

(A) "Acquisition" means acquiring,
directly or indirectly, any voting shares of, interest in, or all or a portion
of the assets (and assuming all or a portion of the liabilities) of, a
depository institution whose principal office is located in this state,
including without limitation the acquisition of a newly chartered bank or
savings and loan association referred to in section
1155.45 of the Revised Code.

(B) "Affiliate" of any company
means any person controlled by, controlling, or under common control with such
company.

(C) "Acquiring bank"
means a bank subsidiary of a purchaser that assumes certain of the liabilities
of an insolvent depository institution.

(E) "Depository institution" means an
institution chartered by the state or federal government to accept deposits and
includes a bank or a building and loan association.

(F) "Domestic bank holding company" means a
company which is defined as a bank holding company under the bank holding
company act and which on the effective date of this section conducted its
principal banking business in Ohio.

(G) "Foreign bank holding company" means a
company which is defined as a bank holding company under the bank holding
company act and which on the effective date of this section conducted its
principal banking business in a jurisdiction of the United States other than
Ohio.

(H) "Insolvent depository
institution" means a depository institution for which a conservator has or had
been appointed and which had as of the date of such appointment at least fifty
thousand deposit accounts, and includes any subsidiary thereof.

(I) "Purchaser" means a bank holding company
that directly or indirectly purchases certain of the assets of, and, directly
or through a bank subsidiary, assumes certain liabilities of, an insolvent
depository institution.

(J)
"Successor-in-interest" means any successor appointed pursuant to the
provisions of Chapter 1157. of the Revised Code to all of the legal or
equitable interests of a savings and loan association.

(A) There is hereby authorized the creation
of the depositor assistance corporation as a charitable not for profit
corporation to be organized under Chapter 1702. of the Revised Code to carry
out such functions as may be authorized under sections
1155.41 to
1155.47 of the Revised Code.

(B) The board of trustees of the
depositor assistance corporation shall consist of three trustees. Of these
trustees, one shall be appointed by the director of commerce, one shall be
appointed by the Ohio savings and loan league, and one shall be appointed by
the first two from among the general public. Vacancies shall be filled in the
same manner as the original appointment, and each trustee shall serve at the
pleasure of the appointing authority.

(C) There shall be no liability imposed on
the part of, and no cause of action of any nature shall arise against, the
depositor assistance corporation, its board of trustees, officers, agents, or
employees, the superintendent of savings and loan associations or his
authorized representatives, for any statements made in good faith by them in
any reports or communications concerning any institution subject to sections
1155.41 to
1155.47 of the Revised Code, or
for any administrative actions conducted in connection therewith.

(D) Chapter 1702. of the Revised Code,
including all provisions relating to powers and rights under such chapter,
applies to the depositor assistance corporation organized under sections
1155.41 to
1155.47 of the Revised Code,
except to the extent Chapter 1702. of the Revised Code is in conflict with
sections 1155.41 to
1155.47 of the Revised Code.

(3) An insolvent depository institution or
any successors-in-interest thereto;

Upon the terms and subject to the conditions specified in this
section.

(B)
The contract entered into under division (A) of this section shall provide:

(1) That the acquiring bank or purchaser
shall agree to assume all of the deposit liabilities of the insolvent
depository institution which have not been paid by the depositor assistance
corporation pursuant to sections
1155.41 to
1155.47 of the Revised Code and
which have not been, or will not be, paid by a deposit guaranty association
established under former sections 1151.80 to 1151.92 of the Revised Code,
except such deposit liabilities that may be offset against claims of the state,
the insolvent depository institution or any of its subsidiaries, or any
successors-in-interest thereto, against present and former directors, officers,
shareholders, or agents of it or of any of its affiliates, or against agents of
any of such directors, officers, or shareholders.

(2) That the acquiring bank shall be required
to agree to attempt to collect or realize upon all purchased assets in the
ordinary course of business as if collections were not subject to repayment of
the reserve amounts provided for in such contract.

(3) That if the acquiring bank seeks to sell
or compromise any purchased asset or group of assets with a book value of, or
at a price, in excess of one hundred thousand dollars, the acquiring bank shall
grant to the insolvent depository institution, or successors-in-interest
thereto, a right of first refusal on the same terms as the proposed sale or
compromise.

(4) Such other terms
as the depositor assistance corporation may agree upon.

(1) In
consideration of the claims and rights of depositors assigned to the depositor
assistance corporation and immediately prior to the closing contemplated by the
contract provided for in division (A) of this section and after the proceeds of
revenue bonds issued pursuant to sections
1155.41 to
1155.47 of the Revised Code are
collected, the depositor assistance corporation shall pay to a paying agent
selected by the corporation, which agent may be the acquiring bank, for the
accounts of depositors of the insolvent depository institution, an amount equal
to one hundred per cent of the deposit liabilities of the insolvent depository
institution, including accrued interest, if any, at the contractual rate agreed
to by the insolvent depository institution, or successors-in-interest thereto
except as provided in division (C)(4) of this section, which have not been
assumed by the acquiring bank or purchaser, except those deposit liabilities
that may be offset against claims of the state, the insolvent depository
institution, or successors-in-interest thereto, against present or former
directors, officers, shareholders, or agents of the insolvent depository
institution or its affiliates, or against agents of any of such directors,
officers, or shareholders, and except all sums paid to the benefit of
depositors by any deposit guaranty association established under former
sections 1151.80 to 1151.92 of the Revised Code.

(2) The amount paid pursuant to division
(C)(1) of this section shall in all events not exceed the sum appropriated by
the general assembly for purposes of implementing this section.

(3) Except a depositor by reason of deposit
liabilities that may be offset against claims of the state, the insolvent
depository institution, or successors-in-interest thereto, against present or
former directors, officers, shareholders, or agents of the insolvent depository
institution or its affiliates or against agents of any of such directors,
officers, or shareholders, a depositor of the insolvent depository institution
may elect to receive cash equal to such depositor's deposit from the amount
paid pursuant to division (C)(1) of this section by the depositor assistance
corporation. Such depositor shall be entitled to receive such cash from the
depositor assistance corporation, or its paying agent, notwithstanding any
contractual provision relating to the maturity of such deposit. If such
depositor does not elect to receive such cash within ten days following the
assumption of the insolvent depository institution's liabilities by the
acquiring bank, the depositor assistance corporation through its paying agent
shall make payment for the account of such depositor to the acquiring bank
which, in connection with such assumption, shall have contractually agreed,
subject only to applicable law and regulation, to issue its own deposit for an
identical interest rate, maturity date, and other terms as the deposit for
which the depositor assistance corporation is otherwise obligated to make
payment. Each depositor, by electing to receive cash or permitting the payment
to the acquiring bank for his account, shall be deemed to have assigned to the
state any cause of action which he claims or has against the state or any of
its officers or employees arising out of the insolvency of the depository
institution, arising out of any action or inaction in the regulation of such
institution or in the regulation of the Ohio deposit guarantee fund, arising
out of information provided to the public concerning the nature of the
guarantee of its deposits, or arising out of securing access to such deposits
after insolvency.

(4) The interest
paid to a depositor or credited to a deposit issued to him pursuant to this
section shall be calculated from January 1, 1985, at a rate not exceeding the
maximum interest rate payable on the same or similar deposit by a financial
institution in the state of Ohio whose deposits are insured by the federal
savings and loan insurance corporation.

(5) No disbursement of moneys shall be made
pursuant to this section by the depositor assistance corporation or its paying
agent to any present or former director, officer, shareholder, or agent of the
insolvent depository institution or its affiliates, or any agent of any of such
director, officer, or shareholder that is a depositor in the insolvent
depository institution until all other depositors have received one hundred per
cent of their deposits and the moneys loaned to the depositor assistance
corporation pursuant to Section 3 of Am. Sub. H.B. 492 of the 116th general
assembly have been repaid.

(D) All rights of any depositor against the
insolvent depository institution with respect to any deposits paid by the
depositor assistance corporation are thereby assigned and transferred by
operation of law to the depositor assistance corporation in consideration of
and to the extent of such payment. Upon such payment the insolvent depository
institution and the superintendent of savings and loan associations, as
liquidator of the insolvent depository institution, or any
successors-in-interest thereto, shall grant to, and shall hereby be deemed to
have granted to, the depositor assistance corporation a security interest for
its benefit in all the proceeds from the following items:

(1) All assets of the insolvent depository
institution or any successors-in-interest thereto, including all claims, choses
in action, choate or inchoate and all other intangible assets which have not
been specifically assigned and transferred to the purchaser; and

(2) All refunds, if any, payable to the
insolvent depository institution or any successors-in-interest thereto under
the terms of the contract entered into under division (A) of this section.

The security interest granted pursuant to division (D) of this
section shall be subject to payment of administrative expenses of the
liquidation of the insolvent depository institution, including expenses of
collection, and to the rights of creditors of the insolvent depository
institution whose claims have not been assumed by the acquiring bank to receive
ratable payments from the assets of the insolvent depository institution;
except that the security interest shall not be subject to the rights, if any,
of any deposit guaranty association established under former sections 1151.80
to 1151.92 of the Revised Code, or its successors-in-interest or members, as a
creditor or creditors. The security interest so granted shall be deemed to be
perfected for all purposes without the filing of a financing statement or any
other action whatsoever.

(E) Except for deposit liabilities to the
extent contractually required to be assumed by the acquiring bank or the
purchaser, any of the liabilities of the insolvent depository institution to be
assumed by the acquiring bank or the purchaser may be assumed by any affiliate
of the purchaser as may be approved by the depositor assistance corporation and
the assets of the insolvent depository institution which are to be purchased by
the purchaser may be transferred to either the acquiring bank or any other
affiliate of the purchaser.

(F)
The depositor assistance corporation may advise the superintendent as to the
prosecution, settlement, compromise, or release, whether for cash or other
consideration or without consideration, of all claims, rights, or choses in
action in the proceeds from which it has been granted a security interest
pursuant to division (D) of this section. The amount of any net recoveries paid
to the depositor assistance corporation shall be deposited annually in the
state treasury to the credit of the special distribution fund, which is hereby
created. Such net recoveries shall not be used by the corporation for any other
purpose whatsoever except operating expenses.

(1) "Deposit liabilities" means liabilities
of an insolvent depository institution in respect of time, savings or demand
deposits of the institution, or unpaid cashiers checks issued to depositors or
issued to former depositors in the course of a withdrawal from an account at
the institution.

(2) "Depositor"
means any person or entity that directly or as a nominee owns deposit
liabilities of an insolvent depository institution or has any interest therein,
except as a debenture holder, or has an interest therein pursuant to the
uniform gifts to minors act, except a depositor by reason of deposit
liabilities that may be offset against claims of the state, the insolvent
depository institution, or successors-in-interest thereto, against present or
former directors, officers, shareholders, or agents of the insolvent depository
institution or its affiliates or against agents of any of such directors,
officers, or shareholders.

(3)
"Acquiring bank" may include a domestic savings and loan association or
domestic savings and loan association holding company.

(A) With the approval of, and upon the
conditions imposed by, the superintendent of financial institutions and subject
to division (G) of this section, a domestic or foreign bank holding company may
organize, acquire, or convert one or more depository institutions into a bank
chartered under the laws of this state if such bank results from the conversion
of one or more savings and loan associations under this section or such bank
assumes all or a significant portion, as determined by the superintendent of
savings and loan associations, of the deposit liabilities of one or more
savings and loan associations while acquiring, directly or indirectly, all or a
significant portion, as determined by the superintendent of savings and loan
associations, of the assets of the one or more savings and loan associations.
The superintendent of savings and loan associations shall permit such
organization, acquisition, or conversion if the superintendent makes all of the
following determinations:

(1) Exigent
circumstances exist such that the organization, acquisition, or conversion is
necessary and in the public interest to maintain or restore the continued
viability of, or prevent the probable failure of, one or more savings and loan
associations;

(2) Such one or more
savings and loan associations are experiencing, or recently have experienced,
liquidity difficulties;

(3) The
organization, acquisition, or conversion protects the best interests of the
depositors and creditors of such one or more savings and loan associations;

(4) The organization, acquisition,
or conversion is in the best interests of the savings and loan associations of
this state; and

(5) Such savings
and loan association or associations had aggregate assets of more than four
hundred million dollars as of February 28, 1985; provided that an organization,
acquisition, or conversion described in division (G)(2) of this section shall
not require the determinations set forth in divisions (A)(1), (2), and (3) of
this section; provided further that the superintendent of savings and loan
associations shall not make the determinations set forth in divisions (A)(1)
and (2) of this section unless within seven calendar days after May 21, 1985,
the superintendent has not received an offer from a domestic bank or bank
holding company or domestic savings and loan association or holding company
that the superintendent determines in the superintendent's discretion satisfies
the following criteria:

(b) The offer contains no conditions to
consummation other than those set forth in the contract with the foreign bank
holding company;

(c) The offeror
would be likely to receive necessary governmental approvals;

(d) The offeror is a company that has the
financial resources to consummate the acquisition including, but not limited
to, one hundred million dollars in total assets;

(e) The offer provides for the payment by the
offeror of the same (or a greater) premium than that offered by the foreign
company;

(f) The offer is
otherwise on the same terms, or terms manifestly more favorable, than those
offered by the foreign bank holding company; and

(g) The offer would require that less, or the
same amount, of the funds of the depositor assistance corporation be expended.

Upon a determination by the superintendent of savings and loan
associations that the condition described in paragraph (d) of this section will
be satisfied and notwithstanding any provision of Chapters 1155. and 1157. of
the Revised Code to the contrary, the superintendent may make available to a
domestic bank or bank holding company or domestic savings and loan association
or holding company in the superintendent's offices and upon written request,
information relating to the insolvent depository institution and its
subsidiaries including the following: financial reports; information relating
to the institution's assets, including its loan portfolio, lists of
delinquencies and scheduled assets, investments (including real estate owned,
leased and held for investment, and investments in subsidiaries), and its
branches; information relating to its liabilities, including deposits,
borrowings, and other obligations; and any other reports, studies, and
information which the superintendent, in the exercise of the superintendent's
discretion, may deem appropriate including any report or other information
filed with or obtained by the superintendent in the exercise of the
superintendent's official duties pursuant to Chapters 1155. and 1157. of the
Revised Code.

An offer made by a domestic bank or bank holding company or
domestic savings and loan association or holding company pursuant to this
division shall be deemed to have been made in the best interest of the domestic
company and with the care that an ordinarily prudent person in like position
would use in similar circumstances. The superintendent may make available to an
offeror under this division any information obtained in an examination or by
reason of the superintendent's official position including, but not limited to,
the information described in the preceding paragraph of this section.

(B) Any bank
organized, acquired, or formed by conversion pursuant to this section shall be
subject to the provisions of all laws of this state that are applicable to
banks except that it shall be permitted to engage in, but not expand, any
activity in which it or its one or more predecessor savings and loan
associations were engaged directly or through a subsidiary prior to such
acquisition. Such bank shall divest itself of the entity or facilities by which
any such activity not otherwise authorized by law is conducted, or otherwise
discontinue such activity. Such divestiture or discontinuance shall be
completed within two years of the bank's acquisition, unless the superintendent
of financial institutions grants an extension of not more than one year, upon a
showing that a sale cannot be effected sooner without substantial loss. Such
bank shall, within a reasonable period of time determined by the superintendent
of savings and loan associations, make application to become an insured bank
pursuant to the "Federal Deposit Insurance Corporation Act," 64 Stat. 873,
12 U.S.C.A.
1811, as amended, and attain insured status
thereunder.

(C) Notwithstanding
the provisions of Title XI [11] of the Revised Code, to facilitate any
organization, acquisition, or conversion authorized by this section, the
superintendent of savings and loan associations may without publication of
notice or opportunity for a hearing approve an application to charter a de novo
savings and loan association, and the superintendent of financial institutions
shall, without being subject to the publication or notice requirements of
section 1113.03 of the Revised Code,
approve an application to charter a de novo bank within three days of the
receipt of such application if the superintendent of financial institutions
determines the bank meets the requirements of divisions (C)(1) and (5) of
section 1113.03 of the Revised Code. Such
de novo bank or savings and loan association may assume or succeed to all or a
portion of the assets and liabilities of an existing savings and loan
association, either directly from such existing savings and loan association or
from any successor in interest thereto.

(D) Notwithstanding the provisions of Title
XI [11] of the Revised Code, to facilitate an organization, acquisition, or
conversion authorized by this section, the superintendent of savings and loan
associations may approve the conversion of one or more savings and loan
associations to a bank, and the superintendent of financial institutions may
then approve the chartering of such bank under division (C) of this section.
Such approvals may contain conditions to provide for the orderly transition
from the business of a savings and loan association to the business of a bank.

(E) Notwithstanding the provisions
of Title XI [11] of the Revised Code, to facilitate any organization,
acquisition, or conversion pursuant to this section, the superintendent of
savings and loan associations may approve the merger or consolidation of two or
more savings and loan associations, and the superintendent of financial
institutions may approve the merger or consolidation of one or more banks with
one or more savings and loan associations, without being subject to any notice,
publication, or hearing requirement.

(F) A depository institution that is
chartered or a bank holding company that acquires all or a substantial part of
the assets of, and assumes certain of the liabilities of a depository
institution or depository institutions pursuant to this section shall be
responsible only for such liabilities specifically assumed in connection with
any organization, acquisition, or conversion approved pursuant to this section
and shall bear no liability for the debts and obligations of any one or more
predecessor depository institutions other than those specifically assumed or
acquired in connection with any organization, acquisition, or conversion
approved pursuant to this section.

(1)
Except as provided in division (G)(2) of this section, the superintendent of
financial institutions shall only approve the acquisition by a foreign bank
holding company of a bank that results from the conversion of, or bank that
assumes all or a significant portion of the deposit liabilities of, a savings
and loan association that was previously in the possession of a conservator and
has at least fifty thousand deposit accounts.

(2) The superintendent of financial
institutions may approve one additional organization acquisition or group of
acquisitions, or conversion by a foreign bank holding company of a bank or
banks that results from the conversion of, or the assumption of all or a
significant portion of the deposit liabilities of, one or more savings and loan
associations.

(H) The
principal place of business of a bank organized, acquired, or converted
pursuant to this section shall be the principal place of business set forth in
its articles of incorporation.

(I)
The acquisition, pursuant to this section, of a bank or banks by a foreign bank
holding company is hereby authorized by the laws of the state for purposes of
subsection 3(d) of the Bank Holding Company Act.

A foreign bank holding company that undertakes an organization,
acquisition, or conversion described in division (G) of section
1155.45 of the Revised Code, shall
be permitted to acquire banks in this state as if it were a bank holding
company the operations of whose banking subsidiaries are principally conducted
in this state for purposes of subsection 3(d) of the Bank Holding Company Act,
provided, however that for two years from the effective date of this section
such foreign bank holding company or any subsidiary or affiliate thereof may
not directly or indirectly acquire any other Ohio bank in existence on the
effective date of this section provided the board of directors of the Ohio bank
approves and files within sixty days after such effective date with the
superintendent of banks a certified copy of a resolution declaring it
unavailable for acquisition by a foreign bank holding company. A bank filing
such declaration pursuant to this section may subsequently declare itself
available for acquisition through its board of directors by approving and
filing a resolution to that effect. In any case no such foreign bank holding
company or any subsidiary or affiliate thereof may directly or indirectly
acquire any other Ohio bank in existence on the effective date of this section
unless the board of directors of the bank to be acquired recommends such
acquisition to its shareholders.